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Standard Agreement for:

World Wide Web Site Design and Service
Pioneer Development Resources, Inc.
CyberTowers Professional Center
106 Thorn Street
San Diego, California 92103
(619) 277-2772, (619) 294-8181 Fax

This agreement made effective this _____ day of ________ 1999, between

Pioneer Development Resources, Inc.
CyberTowers Professional Center
106 Thorn Street
San Diego, California 92103 (Herein known as CONSULTANT)


_______________________________________ (Herein known as CLIENT)

Consultant agrees to provide services specified below to Client and Client
agrees to pay for those services upon the terms and conditions contained
within this agreement.

I. Project

The Client has agreed to purchase Package # ______ (see appendix A) for a combined agreement covering Website Construction and ongoing Website Services. A. Website Construction

1. Purpose:

Consultant will develop web pages according to the Package type agreed upon above. Client will use these web pages to advertise and/or sell products or services, and publish information.

2. Design & Address:

The Consultant agrees to work in cooperation with client to create and design a website for placement on the World Wide Web section of the Internet, placed and maintained on the Consultant's electronic servers for Internet access under the URL (address) of While this address will not change, the service provider used by the Consultant may change at PDR's discretion.

3. Search Engine Promotion:

Purchasers of package # 3 agree that the Consultant has sole discretion to determine which Internet databases are used for search engine promotion by PDR of the Client's pages. Client is free to promote the website in any manner beyond these agreed services with PDR. Purchasers of other Packages agree to promote their own websites.

4. FTP Access:

In exchange for the monthly maintenance fee, Consultant will provide individual access to the Client's personal FTP box.

5. Graphics:

Consultant will refer Client to an in-house graphic artist who will charge separate fees for services. Other graphic artists chosen by Client will assure that all new materials submitted for incorporation into web pages designed by PDR will be formatted in .jpg or .gif, and delivered via modem and/or diskette, according to the discretion of PDR.

6. Browsers:

Consultant will test and debug all web pages for Netscape browsing prior to presentation to Client

7. Uploading:

Consultant will upload completed pages for one-time set up of account only to Client's Internet account. Subsequent uploading to account will become the responsibility of the Client.

8. First Website Review:

Consultant will present first version of website. At this time, Consultant will spend up to one hour fine-tuning these pages to meet Client's specifications as closely as possible, within the limitations of existing browser and server software technology.

9. Second Website Review:

After a second review by Client, final modifications to web pages will be made and the project will be considered finalized.

10. Further Reviews:

Any reviews, after the second review, that result in modifications or additions to Client's web pages will constitute Maintenance of those pages or graphics at the rate of $75 per hour of programming. A programmer's name will be given to the Client for contact for these modifications and any future maintenance, if so desired. Client is free to hire anyone else he/she deems appropriate to complete regular work on the site.

11. Limitations of Engagement:

This engagement does not include the preparation or other handling of graphics, CGI scripts or other interactive programming of any sort.

12. Time Frame:

It is estimated that the first presentation to the client of website pages will be made 21 days of receipt of completed storyboards from the Client. Specialized services dependent upon outside consultants hired either by PDR of the Client will be delivered to the client within 21 days of receipt by PDR pages from such consultant. Acceptability of any pages as "finalized" is left to the discretion of PDR.

13. Page Copies:

PDR retains the right to a copy of the client's pages for the purposes of demonstration/education in public forums and promotional materials. However, codes and code applications designed by consultant, client, or any other outside consultant will not be made available to the public under any circumstances.

14. Fees:

Further consultation regarding website development will be billed at $120 per hour. Client will be notified in writing of any changes in fee structure. Consultation fees are applied to actual work performed, meetings, telephone consultations with Client or its agents; costs, including sales and use taxes of software, hardware, or services including outside consulting services. Such outside services include: printed material, software or hardware purchased or leased by consultant to specifically complete this project, printed materials, software or hardware purchased for client; and necessary long distance telephone calls made by consultant. Consultant will include the relevant portions of its telephone bill to detail these calls, and a description of the nature of the call. Transportation costs for client site visits required to complete this project will also be included in billing.

B. Website Service

1. Services:

PDR is an information provider connected to the Internet. PDR offers storage and transfer services over the Internet through access to a Web Server; whereas the client seeks to utilize PDR's server for its own purposes.

2. Access:

Internet access is a shared community resource, and therefore all Internet providers impose certain limitations on the way their users may use their Internet account. Most of these rules are simply common sense and good manners. Some of the rules are specific to the server used by PDR. The clients acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, PDR can make no guarantee that any given reader shall be able to access PDR's server at any given time. PDR conducts its service on a "best effort" basis, and is dependent on other servers and vendors. Furthermore, electronic transmissions are subject to random interference by atmospheric conditions, surrounding terrain, sunspots, human error, and acts of God.

3. Indemnification & Warranty:

The Internet is a multi-user network, whereby all vendors are to some degree dependent on the networks of other service providers, as well as public telephone networks. Client agrees to indemnify and hold PDR harmless against any losses Client or any third party incurs resulting from use of PDR's or PDR's vendor's services. PDR also disclaims any warranty of merchant-ability or fitness for particular purpose and will not be responsible for any damages that may be suffered by the client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause of errors or omissions of the consultant. PDR makes no warranties or representations of any kind, whether expressed or implied for the service it is providing.

4. Client's Resonsibility Regarding Basic Knowledge:

Use of PDR's service requires a certain level of knowledge in the use of Internet languages, protocols, and software. This level of knowledge varies depending on the anticipated use and desired content of Client's Webspace by the client. Client accepts responsibility for learning basic operating functions required to interact support staff of all vendors and programmers servicing PDR. When such knowledge is lacking, Client understands and accepts the responsibility to acquire such information to improve the quality of interactions with staff. This occasioanlly means the Client will seek paid instruction or consultation as needed to be able to interact smoothly successfully with PDR staff and vendors.

5. Control:

PDR exercises no control whatsoever over any content of websites housed inside or outside CyberTowers Professional Center.

6. Information:

Use of any information obtained by way of PDR is at the client's own risk. PDR specifically denies any responsibility for the accuracy or quality of the information obtained through its website services.

7. Uploading:

When asked to upload information to the server for the Client, in the event that the material is not server ready, PDR reserves the right to reject the material (improperly coded files, etc.) PDR agrees to notify client immediately of its refusal of the material and afford client the opportunity to amend or modify the material to satisfy the needs and/or requirements of PDR.

8. Trademarks & Copyrights:

The client warrants that it has the right to use the applicable trademarks, if any, and grants PDR the right to use such trademarks in connection with PDR's Server service to the Client.

9. Equipment:

Client will provide all telephone, computer, hardware and software equipment and services necessary to access the server used by PDR. PDR makes no representations, warranties or assurances that the customer's equipment will be compatible with PDR vendors or servers.

10. Age:

The customer certifies that he or she is at least 18 years of age.

11. Internet Activities:

There Client agrees to the following basic rules regarding activities:

a. Client will not send unsolicited messages to inappropriate forums to
advertise their Internet presence.
b . Client will not disrupt or undermine the security or integrity of PDR's
computers, network, servers, vendors, other client's computers or network
connections. Client will not attempt to gain unauthorized access to other accounts.
c. Client will not engage in any action that causes harm to PDR's business,
reputation or ability to conduct business.
d. Client will not impersonate another person or misrepresent authorization
to act on behalf of others or PDR. All messages transmitted via websites
constructed by PDR will correctly identify the sender; users may not alter
the attribution of origin in electronic mail messages or posting.

12. Lawful Purpose:

Client may only use PDR's Server for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, in poor taste, unprofessional, or material protected by trade secrets. This also includes links or any connection to such materials

13. Resale:

Client is not allowed to resell the setup, storage and transfer services provided by PDR. Use of this account is expressly limited to the Client whose name appears on this Agreement.

14. Termination:

This agreement may be terminated by either party, without cause, by giving the other party 30 days written notice. However, either party may terminate service under this Agreement at any time, without penalty, if the other party fails to comply with the terms of this Agreement.

C. Client Tasks

1. Browser Requirements:

The licensee understands that PDR will deliver pages codes that is functional on Netscape Browsers. The licensee understands that testing and coding for additional cross platform considerations will be a billable item.

2. Graphic Requirements:

Client will deliver to the programmer all pictures and graphics in digitized, IBM compatible, .GIF or .JPG format at least 14 working days prior to project deadline.

3. Included in these documents are time and cost estimates.

All estimates are approximate.

4. Risk:

Client expressly agrees to use this servcie at Client's sole risk.

5. Additional Change Requests:

Client may specify additional changes to these documents and programming specifications. The provider will give an estimate of additional cost, time and scheduling for such changes.

6. Tag:

Client agrees to allow PDR to publish a tag identifying PDR as the Website host and/or developer at the very bottom of all pages.

7. Page Changes by Outside Consultant:

If client chooses to alter pages on their own or through another Consultant, such changes are not guaranteed by the Consultant under any circumstances. PDR may request removal of identifying tag on any or all of Client's pages.

D. Miscellaneous Tasks

1. Reporting:

Consultant will meet as needed with Client to discuss any issues related to this Project. These meetings will be scheduled on an ad hoc basis and billable at the Consultant's hourly fee.

2. Maintenance:

To perform any required maintenance to Client's web pages, Consultant will be given login access and passwords, including Telnet and FTP access, but not including access to Client's electronic mail box, to the Internet Account where Client's web pages are housed. Client may, at Client's sole discretion, elect to change these security measures. When login and passwords are changed, Client will inform Consultant of such changes within 24 hours by phone message (619-277-2772).

3. Security Limitations:

Client understands that the Internet is not a secure medium for the exchange of proprietary information or funds. Client assumes all responsibilities related to maintaining their own security for information and the transfer of funds, despite the alleged security offered by various vendors and servers engaged by PDR.


A. Website Construction

1. Website setup fee is ______. Payment is due in full for services prior to pages and codes being made accessible from the Internet.

2. Construction Terms:

This letter of engagement constitutes a one-time consultancy arrangement. Future arrangements will involve a new letter of engagement.

B. Website Service

1. Length of Service:

Beyond the website setup fee, the Client and PDR agree to a one-year-website service contract beginning _______________. This agreement will automatically renew for like terms unless written notification is received by Consultant 30 days prior to renewal date. Price is subject to change on renewal date with 90 days advanced notification from Consultant. This contract does not include website access service or further website construction fees

2. Fees:

Website service fees will be $____________________per quarterly (three month) periods, starting the first day the account is opened with PDR's server. Thereafter, quarterly fees are due that same date every third month for the following three month period. All future payments must be paid by the the Client within twenty-four (24) hours of that date.

3. Delivery of Agreement:

Agreement will be sent to PDR by fax, mail, or express mail. PDR will
not accept contracts by electronic mail.

4. Fee Processing:

Until a credit card processing arrangement is established
by PDR, quarterly payment checks are to be sent without quarterly invoicing to:

Pioneer Development Resources, Inc.
106 Thorn Street
San Diego, CA 92103

When credit card processing arrangements are made, these fees will
automatically be billed by PDR to the client's credit card number given below.

Credit Card to be billed by PDR:

Name on Card
Expiration Date
Fee: Quarterly fee of ________ starting the quarterly anniversary of the date of account opening after credit
card processing services are established by PDR. Client will be notified 21
days in advance of this change in billing.
Signature Approving Credit Card Billing: _______________________________

5. Late Payment:

Late checks (later than 7 days) Returned checks/Insufficient funds will incur an additional fee of $10 per check. Overdue fees may result in removal of account access and appearance online within 14 days of overdue funds. If an account is de-activated due to non-payment, a $25.00 re-activation fee will apply. It is advisable that client keep his/her own hard-drive copy of all files stored on server at all times. These may become necessary if account is restricted for any reason, or server malfunctions. PDR will not accept responsibility for loss of any data at any time.

6. Censorship:

PDR does not exercise censorship of any materials in CyberTowers. However, PDR reserves the right to send written notice of website materials or advertisements it deems unprofessional, immoral, unethical, or in poor taste.

7. Taxes:

Client agrees to pay all sales or use taxes that may be assessed on income obtained through his/her website and other Internet activities. Client will be responsible for any and all compliance to Federal Excise Tax Board for products sold at Client's website.


1. Consultants hired by the Consultant will be paid by PDR.
2. Other consultants hired by client will remain the sole responsibility of
the Client. FTP access by Client with consultants will also remain the sole
responsibility of the Client.


1. Page:

As referred to in paragraph Ia above, is material suitable for
placement in one logical location. The combined pages are not to exceed 2MB
in size. Further storage space is available as needed for moderate fees.

2. Disputes:

All claims or disputes arising out of this agreement will be
decided in accordance with the commercial arbitration rules of the American
Arbitration Society. Location of the arbitration will be San Diego,
California. The prevailing party will be entitled to recover reasonable
attorney's fees and costs.

3. Employee Status:

Consultant is, and shall remain an independent
contractor for the duration of this engagement, and is not an employee of
the Client. Programmers, artisits, and other vendors hired by PDR are also
subcontractors of PDR.

4. Amendments:

No amendments may be made to this agreement unless in writing
and consented to by both parties. This agreement is the entire agreement
between the parties.

5. Law:

This agreement shall be governed and construed in accordance with
the laws of the State of California, County of San Diego.






City/State|Province/Zip|Postal Code/Country

E-mail Address:

Voice Phone Number:

Fax Phone Number:

Pager Number:

Alternate Phone Number:


Successors & Assigns:
This agreement shall inure to the benefit of and be
binding on the parties, their heirs, personal representatives, successors
and assigns. IN WITNESS WHEREOF, the parties have executed this agreement on
the date first written above.

Dated this _____ day of _____, 1999 at San Diego, California

By: Marlene M. Maheu, Ph.D.
Pioneer Development Resources, Inc.


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